Ino & the XMen
by EroSlackerMicha
Summary: The sequel to Naruto Prince of Theives. Naruto kidnapped by Apocalypse while Shino and Hinata taken by William Stryker. Ino & the X-men struggle to save them while stopping Apocalypse from destroying the world and making it anew in his image. Harem
1. Chapter 1

**Ino and the X-men**

Disclaimer: I don't own Naruto nor the X-men. If I did, things would be different. (I haven't liked X-Men since the events of House of M and the de-powering of so many of my favorites.) And Kishimoto is a Sasuke fan it seems.

"(Japanese)" – formerly used to mean English, but moving out of Konoha means language change, hence now this means the opposite.

Chapter 1

Ino stood there, her gaze locked on the blast zone where less than an hour ago Naruto Uzumaki Lebeau had stood over the remains of the defeated Orochimaru who he had blown to kingdom come with his power, when out of nowhere a mutant that the X-Men identified as Apocalypse appeared and took Naruto down and vanished with him.

"Come on."

Ino turned to see Laura at the stadium entrance. "It's time."

Ino nodded and turned, a silent vow in her mind. _We will find you Naruto. And then we'll find Shino and Hinata._

X-23 stood for a moment as Ino passed, she wasn't happy either. She had been fighting a group of Oto ninja in the sewers when Naruto was taken. Marrow was in a coma, as one of her two hearts had been pierced when she attacked Apocalypse when he appeared, it was uncertain if the former Morlock would live. The plan was to drop her off at Muir Island with the Wagners.

_We'll find you lover and when we do, you won't be leaving our bed until a week later._ The cloned mutant vowed unaware of the blush Jean Grey was sporting from the images and wondering if she should warn Logan, but thought against it.

Ino arrived at the shattered village gates, ignoring the dead Oto nin being stacked up. Kurenai had her arm in a sling stood with Anko who sported some bandages around her waist and forearms.

"(Are you sure you want to do this Ino?)" her father asked.

"(I need to daddy. Naruto and the others were taken from us.)" She said looking at her father who stood by. He had been elected as Hokage moments ago as Jiraiya had scoffed at the offer and told the council where to stick it and refused to look for his former teammate for them as well.

"(Tell Naruto…tell him when you find him you all are welcome back at any time." Inoichi said. He was elbowed by his wife in the ribs none to gently. "(And your mother wants me to remind you we better be invited to any wedding you have.)"

Ino smiled sadly. She stepped forward and hugged her loving parents who had put up with a lot in the last year alone.

"Get the led out." Logan called as even now Beast and Storm were prepping the Blackbird for launch.

Ino hugged both her parents and promised to keep in touch.

She hurried up the ramp after Laura who was strapping in and bitching about how she hated to fly.

"(Kurenai?)" Inoichi asked as both her and Anko surrendered their leaf headbands. "(We vowed to follow Naruto to the world above. The Third was aware of this and this is our clean brake, he filled out our discharge papers when we told him, they just need to be filed.)"

"(Like the gaki we've been looking over our shoulders too long in our birth village.)" Anko said. "(I'm tired of bleeding for people who don't appreciate me.)" She said looking at the council that over the years had sent her on numerous missions that she should have died on. They looked back blankly, not many of them sorry to see Anko go.

Inoichi took the headbands and bowed his head. "(Konoha will not be the same without either of you, and that itself diminishes the fires the Third spoke often about.)"

He looked on as the women boarded the strange craft that had been brought to the spot outside the gate after the battle.

Inoichi watched the warriors that helped turn the battle and keep the destruction to around the stadium and the gates rather than the areas that could have been affected.

"(Godspeed and I hope you find them.)" He said softly as the ship lifted off and to the shock of many vanished as those piloting activated the cloaking device.

The gust of air staggered some as the X-Jet rocketed away. Inoichi Yamanaka the Godaime Hokage sighed as he turned back to the village and wondered if he would ever see his daughter again. He ignored the muttering from some of the council "(Good riddance to bad rubbish.)" he heard a couple say. he made a note to have Ibiki visit them and find out if any of the council had to do with Orochimaru gaining access to the village so easily. _I also need to get both Jiraiya and Tsunade to comeback to the village somehow._ Inoichi looked once more where the X-Men had been and sighed knowing that his best way of getting them had probably been taken from the village already.

But that isn't this story.

XX

Ino grit her teeth as her hands held onto the armrests of her flight seat. Across from her Laura was grinning. "Now you see why I hate flying."

Ino just nodded, afraid if she opened her mouth she would throw up all over the place. For the past month Ino, Shino, Hinata, Anko and Kurenai had worked hard on learning English, she spoke it better than Shino who kept sounding like a nest of angry insects, despite speaking some English, some words didn't translate well for the bug user.

Steve Rogers unbuckled and moved to the front of the craft passing Logan who like Ino and Laura were holding onto their seats tightly. "Still hate flying old friend?"

Logan answered by popping his middle claw. Captain America chuckled and continued up to speak with Storm and Beast about dropping him and Wasp off once they made the transition between the Hidden Elemental Nations and the real world.

Kurenai came forward from her place and sat next to Ino. "(Exciting?)"

Ino grit her teeth and muttered through clenched teeth. "(If this is exciting, I'll take walking everywhere.)"

Laura laughed across from her, despite not liking flying herself. She was using Ino's discomfort as her distraction.

Ino looked towards the aft of the craft where Jean was working on trying to keep Marrow alive.

"How is she still alive?" Ino asked.

Laura sighed. "Sara's got two hearts, the other one is working overtime to keep her alive, but even with her healing it's going to be close." Both teens prayed she lived, neither wanted to tell Naruto that she died.

_It's going to be bad enough we have to tell him Hinata and Shino were taken._

"We're coming up on Muir Island." Storm called back.

Ino watched silently as Kurt, Kitty, Wanda and TJ were getting ready to disembark.

"We're leaving Marrow here?" Ino asked.

Jean looked back and nodded. "The Institute was destroyed and stripped of its technology. Right now Muir Island is the best place for her. Moira will take care of her and keep us informed of her condition."

Ino knew there was so much she didn't know, and she was scared. _I thought I'd be with Naruto as he explained this new world to me._ She thought as the Blackbird touched down. She remained seated while the other X-men bid farewell to the Wagner's and Shadowcat. She saw Laura looking on as a young man came in lifted the stretcher with clone of himself.

"He can make Kage Bunshin?" Ino said.

Laura laughed. "That's one way to put it. Jamie's power is he can make multiple copies of himself." She laughed as she remembered something. "When he was sixteen he wanted to prove himself and robbed six banks all at the same time." She shook her head. "Naruto and a friend and ally stopped him, returned the money and brought Jamie back to the Institute."

Ino looked on as Jean spoke with a woman wearing a doctor's coat. "That's Moira MacTaggert." Laura said.

"Doc's a good woman."

Both teens turned to see Logan stretching. Like Laura he hated to fly and usually sat with his head resting nearly on his knees. Ino thought the man was either praying or was about to be sick all over the cabin.

"Why is everyone breaking up?" Ino asked. "Won't we need them to get Naruto and the others back?"

Logan sighed. "Truth is girlie, the X-Men are broken. The elf and his family run Excalibur based here and work around Europe. We're dropping Cap and Wasp in New York, they have to work on rebuilding their team the Avengers.

"But we will come when called." Janet said from her place near the blond, blue eyed Steve Rogers.

Logan looked on as Jean and Moira spoke at the bottom of the ramp. "We need to get back to the Institute. Storm's acting headmistress of the school, while I'll run the team. We need to get a couple of people now that we know Apocalypse is back in the picture."

Ino looked to where Naruto's parents had been sitting, they were both lost in their grief and concern and had been quiet, perhaps blaming themselves.

"What can you tell me about this Apocalypse, I mean it sounds like you've fought him before."

Logan snorted. "He's had his hand in many things over the years." Logan looked up when Jean and Beast returned.

"Moira's going to perform surgery." Jean said as the boarding ramp closed. "She'll let us know once she's done."

Storm and Beast flew once more and Ino saw both her sensei's were asleep and while she was tired, she was more worried about a certain blond than anything else.

XX

(Apocalypse's Flying Fortress)

"Status." The immortal mutant commanded.

"Squadron's one thru ten have secured New York airspace." An infinite soldier reported.

"Begin the landing." Apocalypse intoned. "Send out the shock troops, crush all resistance." He commanded clenching his fist.

"My lord, Sinister requests to speak with you in the lab complex…"

"Inform Sinister I want no excuses with this mutant." Apocalypse said. "He can speak with me once we've secured the island."

Apocalypse stood over the holographic display as his troops landed in Manhattan and even as his fortress landed, digging into the ground, destroying building and killing thousands in an instant, Apocalypse cared not for the flatscans.

"Send the hunter teams out. Retrieve the mutants and prepare the camps."

In less than half an hour Apocalypse and his army of genetically created soldiers captured New York city and his shock troops were marching the streets, taking prisoners. His rule had begun.

"Milord, Sinister has arrived. He insists on speaking with you." One of the infinite soldiers said.

Apocalypse paid him no heed and strode from the bridge. He was met at the boarding ramp by a kneeling Sinister.

"Report." He ordered as he kept walking, the white skinned mutant fell into step. "Uzumaki is an impressive specimen. Are you certain you wish me to make the alterations? Once lost…"

"I did not ask for your advice or your opinion." Apocalypse said as they left the ship and stood atop the wreckage of what had been Upper Manhattan. "Do as I commanded."

Sinister gave a slight bow. "As you wish Lord Apocalypse…what of the other Horsemen?"

Apocalypse said nothing, his gaze landed on the city that would be his base. He'd already seen to Genosha and the Xavier School. He nearly chuckled at the thought of what those foolish X-Men would think when they returned to their hole in the ground.

"The time for Homo Sapiens is past. Now the world will realize that it is survival of the fittest and they aren't fit to be ash beneath my boots."

He chuckled while around him a major city burned.

XX

(Blackbird)

"We're coming up on the West Coast…getting all kinds of radio messages." Beast said.

"Put it on speaker." Logan said from his seat.

"_**Repeat, New York has fallen to an invader calling himself Apocalypse. His forces decimated all resistance. All flights are to re-route to…"**_

"It repeats over and over." Hank said.

"How is this possible?" Ino asked from her seat. "He was there in Konoha, shouldn't it take…I don't know a long time to conquer a city?"

"Apocalypse isn't your average warlord chere." Gambit spoke up. "An' he never fights fair."

"The report mentioned forces…you don't think…" Storm hesitated.

Jean was at the communications station. "I've been trying to reach the Institute…so far I'm getting nothing but static. Either it's being jammed…"

"Or big lips busted the place down again." Logan said thinking of the repairs that were taking place when they left for Konoha, and all those left behind.

"Aw, we just can't have nice things." Cain said from his place in the back.

"Steve, your call?" Logan offered.

Captain America pulled out a radio and tried several frequencies.

"Nothing on any of the Avengers emergency lines, nor are we getting anything from S.H.I.E.L.D."

Logan made a choice. "Ro take us low, Hank get the stealth unit up."

Wolverine swallowed the lump in his throat. "Jean, get a message to Muir…there might be a change in plans."

Ino looked on her gut twisting at hearing this. It looked like the hunt for Naruto might be sidetracked with this.

XX

(Unknown Location)

"General."

"I see it." William Stryker said as he looked at the screens. "As it stands the UN is in chaos." His aide said.

Stryker ignored him. "Bring up the camera's from the pens."

A tech did as he was told and William Stryker looked at the children, teens and adults he'd captured at the Xavier Institute. He had used the technology there to send troops to Konoha to capture even more specimens and then had them return. He'd managed to evacuate his forces from New York before Apocalypse's arrival.

He looked at one of the screens. "Keep them sedated for now." Stryker ordered. "I'll be in a video conference, we need to move carefully."

"Sir, Trask wishes to know if he should activate Project Sentinel?"

"Not just yet." Strkyer said looking at the screen where the female mutant that they had captured in Konoha was. "Let's see what Fury and his heroes will do first. Remember corporal in a game of chess, the pawns go first." Stryker said before leaving the room.

A tech swallowed. "I didn't tell him about the reports from Genosha yet."

Another tech spoke up. "Do it when he comes back, make it sound like you just got it. It will save you from being shot."

On the bank of screens over forty mutants were being held, between the cells walked people in lab coats making notes, soon the experiments would begin.

**AN: A start on this story. It won't be worked on until the fall as I want to get some of the others worked on more or done if they are close. I just wanted to let you know this is on the list.**


	2. Chapter 2

**Ino and the X-men**

Disclaimer: I don't own Naruto or the X-men.

"(Japanese)" – formerly used to mean English, but moving out of Konoha means language change, hence now this means the opposite.

Chapter 2

"HOLD ON!" Beast called out as he tried to control the blackbird as it was going down.

"BUCKLE UP!" Logan roared to everyone.

They had been doing well on approach to the coast when they were attacked. The shots that connected destroyed the stealth unit and the blackbird was put into high altitude to avoid more. Jean was using her telekinesis to destroy a missile while Steve Roger, known as Captain America took over flying while Storm had abandoned her seat and summoned up a massive storm outside to attack the craft that were attacking them. A tornado ripped several of them to shreds, while lightening strikes took out more.

"JEAN!" Logan yelled looking at the radar.

"There are too many!" Jean Grey said as she managed to destroy many of the missiles with telekinesis forcing some of them into others, but it took only one to do its job and the blackbird was going down as its tail wing was destroyed.

Outside the ship if one was watching it would see the ship fighting to keep itself in the air, wind whipped around it like a cushion.

Those that were on the ground saw the ship as it came in hot and nearly hit the ground when it suddenly stopped.

In the Blackbird everyone that wasn't buckled in was tossed about. Logan cursed as he hit another seat and blinked.

"We're not dead?" Ino asked clutching her seat.

Anko was cursing as she'd used her body to shield Kurenai from injuring her arm further.

"Jean?" Logan asked.

"It wasn't me. Storm?" the red head asked as she got to her knees a hand pressed to her forehead to stem the bleeding from a cut she got when they were going down.

"It wasn't I." Storm said.

Logan blinked as he felt something and looked at Laura who nodded as the Blackbird was set down.

"Steve, lower the ramp." Logan ordered and headed to the back. "You okay Marko?"

"I see why you hate flying. If this is going to happen every time we go somewhere Shorty, I'm walking from now on."

Logan agreed and as the ramp cycled open he was down before it touched down and looked around. He took another step and froze.

"Crap." He muttered. "Polaris."

"I should think not Wolverine."

Logan groaned hearing the voice he had been hoping to avoid. "Magneto." He said through gritted teeth, "Just as bad." He said as he felt his body unable to move due to the Master of Magnetism's ability to grab the adamantium in his body and treat him like a puppet.

"We have much to talk about." Magneto said releasing his hold on the feral X-Man.

XX

(Hidden Location)

William Stryker stood outside of the enclosed cell. "Fascinating." He said as the room was basically alive ceiling to floor with insects he'd never seen before.

"How many different breeds have our men collected?"

"So far thirty different species and we're going to gas the room again and take more samples. His body keeps creating more." A scientist said.

"And this is one of the mutants we captured in Konoha?" Stryker asked for verification.

"Yes sir. The other one we've had to keep sedated, she's a pyrokinetic and melted her cell down and three guards died, the spots she struck burnt out their nervous system and she burned through concrete."

Stryker shook his head. "And the tests on the corpses we collected from Konoha?"

"Show no evidence of the x-gene. Their chakra ability has me confused as its not something normal human's can do, but…"

Stryker nodded as he looked in the cell with the bug generator. "Gas the room, kill the bugs and experiment on them. Keep him sedated, I don't want no chances with any of them."

The scientist nodded. "And the others?"

Stryker looked at him. "Those with offensive powers keep sedated. The rest…well you have your test subjects, do as you will."

The scientist nodded as William Stryker walked away.

XX

(Sinister's Lab)

Mr. Sinister stood before the tube that held his latest experiment. "Master?" a robot inquired.

"Have the test samples been completed?"

"Negative."

Sinister looked at the blond haired subject. "The boys DNA is extraordinary. He has the ability to teleport, he has Lebeau's ability to charge objects and his regeneration is beyond anything recorded before."

Sinister looked at the unconscious body, his pointed teeth actually forming a smile. "And with the chakra that those silly ninja use he's able to mass produce copies of himself. He's a treasure trove." He looked at the robots he made to work his lab as he didn't trust the infinites that Apocalypse had created to be his foot soldiers.

"And what Apocalypse has me do is a shame." He tapped the glass. "Shame, I'm sure I could have learned much from studying you boy. But Apocalypse is only interested in your main power."

He looked at a drone. "Prepare lab nine. I'll finish with the boy and present him to Apocalypse for final inspection."

"You could have been greater than you are going to be. It's a shame, but you will be Apocalypse's tool now."

Sinister spun away his cloak billowing behind him. In the tube hung Naruto Uzumaki Lebeau unaware of what was to be done to him in the name of Apocalypse.

XX

(Destroyed New York)

"You mean Apocalypse and his forces destroyed Genosha?" Storm asked surprised as they had joined Magneto underground away from the crashed blackbird.

"Three of his Horsemen and an unlimited army of those Infinites took Genosha and I was betrayed by the council who thought that they could curry favor with him." Magneto snorted. "He had his ship fire upon the capital till there was nothing left standing."

"What of the mutants that lived there?" Jean asked.

"Concentration camps that are run by several mutants loyal to Apocalypse, or they are killed in the streets by his hunting squads."

Logan growled. "This just keeps getting better and better. Big lips must have been planning this the last several years for him to move like this."

Beast came back from the blackbird. "More bad news. Europe has closed it borders. I just got word from Kurt that Excalibur has been placed under house arrest by orders of the Queen."

"So we can't expect any help from that quarter." Ino said from where she was sitting with Rogue and Gambit. Naruto's adopted mother kept an arm around her.

Anko and Kurenai were sitting nearby. "It seems that your list of allies has dwindled." Kurenai said.

Jean looked at her. "What about hiring ninja? Surely Konoha…"

Anko shook her head. "Despite Inoichi being named Hokage, the council won't lift a finger to help us or Naruto."

"She's right Jeannie." Gambit said. "Konoha was not good for Naruto."

Rogue hugged Ino tighter. "Ah don't care what we have ta do. Ah jus' want him in my arms!"

Gambit hugged his wife who looked at him and the former thief vowed he would make a deal with the devil himself if it got his son back to them.

"I suggest we head to the Institute. We need to see what we do have left and what allies we can gather." Storm said.

Laura spoke up then. "See if we can get in touch with Spider-man and try and locate Wade."

"Deadpool?" Logan spat. "I understand the Spider, but why the merc?"

X-23 sighed. "He and Naruto are friends."

Logan shook his head. He and Deadpool never got along. He knew he would curb his desire to wipe the merc with a mouth out of existence if only for his help with getting Naruto back.

"Janet and I need to find the rest of the Avengers." Steve said standing. "So we'll start here and see if we can hook up with any resistance cells.

Logan nodded. "You have our signal."

The leader of the Avengers nodded. "Let us know if you need us."

Janet hugged Rogue then Ino. "Look after that blond menace when you find him. We'll talk when all of this is settled and take him shopping."

Ino nodded and they watched as the two Avengers vanished into the dusk and destroyed buildings.

Magneto stood. "I will go with you for now. At the very least I can counter my daughters powers when you meet her and the rest of the Horsemen." He said looking at both Logan and Laura.

"Thank you Erik." Jean said.

Magneto put on his helmet and using his power created an orb of metal around them and it flew away at high speeds at ground level, destroying anything in its path.

**AN: Here's another bit of the story. It was sitting in my notebook so I added it to the stories being posted. Apocalypse and Stryker are both bastards. Wonder what they are both planning. Some people are leaving to make room for others. But they aren't permanently gone. This story is just starting after all. Still looking at fall release for the rest of the story, but I thought I'd be nice here and give y'all another look at it.**


	3. Chapter 3

**Ino and the X-men**

Disclaimer: I don't own Naruto or the X-men.

"(Japanese)" – formerly used to mean English, but moving out of Konoha means language change, hence now this means the opposite.

Chapter 3

(Morlock Tunnels)

"What happened here?"

Storm looked around sadly. "There was a battle. I hope Callisto got them to safety."

"Um, for those of us that don't know what's going on who are we talking about?" Ino asked after exchanging looks with Kurenai and Anko.

"These tunnels belong to the Morlocks, a group of mutants who live underground and call these tunnels their home." Laura said. "Callisto is the leader…well second in command. Storm there beat her and then left her in command in her absence."

Ino looked at the white haired Storm and just couldn't picture her ruling a group of mutants underground.

X-23 must have seen the look on her face because she leaned in and whispered.

"Storm's claustrophobic. The battle she fought was mainly to free the X-men who were with here when they were captured. She never wanted to lead, but she does make sure they get food and medical supplies every month."

Ino nodded. She'd seen the dark skinned mutant and Ino couldn't see her anywhere but in the sky.

"Yes, yes. While she lives in a palace her subjects live in the slums." Magneto said with a hint of disdain.

The X-men ignored him. They'd been forced underground when a group of Infinites attacked them.

"We should fight." Magneto said with disdain.

"We're not ready." Logan had growled. "Some of us are hurt."

Ino looked at Anko and Kurenai and felt bad for the Jonin, but neither had wanted to stay in Konoha with all their students gone and the rampaging prejudices.

"What can you tell me about him?" Ino asked Laura to help the dark haired girl focus.

"Mags? He controls metal. Bad for people like Logan and I. He'd rule your ninja easily as they use metal weapons. I think if he focuses enough he can even manipulate the iron in a person's blood."

A chuckle and they both looked over at Magneto. "At one time I could, but I really do need to focus now, it sucks getting old." He added with a mirthless chuckle.

Cain made a sound that either could be a grunt or protest, neither girl knew what it meant as the Juggernaut didn't expand on it.

"So if you're so powerful, how did you lose?" Ino asked.

"Numbers advantage and as I said, I was betrayed by the council." Magneto said. Ino knew there was more to it than that. She was a ninja and there was a lie in what the Master of Magnetism was saying. She let it go for now as she knew they needed his help in getting Naruto back from the man…

_(No, the monster. Apocalypse has shown he isn't human in any way with the way he's behaved.)_ Ino thought.

XX

(Apocalypse Ship)

Mr. Sinister looked at the data and then at the incubation chamber.

"Tell me."

He turned to see Apocalypse step from the shadows. "Is he ready?"

"Another day at most." Sinister said. "I still think it is unwise to grrrurk!"

the last bit came from Sinister as Apocalypse's hand wrapped around his neck and lifted him in the air.

"I do not care for your opinion. Just that you do as I commanded. Naruto's time to shine is coming. My horsemen shall spread across the land leading the army of Infinites and wipe out homo sapiens once and for all. The Age of Humans is over. The Age of Apocalypse is just beginning."

Sinister's red eyes were wide as the feeling of fear crept into his once absent heart.

XX

(Underground)

"How much further?" Ino asked.

"We're here." Wolverine said tried to push the wall but it refused to budge.

"What's wrong?" Jean asked.

"Somethin' is blockin' it from the other side." The Canadian mutant grunted.

Magneto swept forward and made a gesture. There was a groan and the wall was ripped off. The room beyond was a disaster.

"You live here?" Ino asked as she looked around.

"The Institute has seen better days." Laura said as she and the others scanned the room.

"This way." Logan growled. "Lets see if they left anything useful."

Ino kept close to her sensei's, seeds ready in her hands.

Each room they checked and passed had been trashed and looted.

"If the lower levels look this bad…" Ino said to X-23 as she walked with her.

"Don't think about it yet. You'll end up with hair matching Storm."

Ino looked at the weather mutant. "So that's what happened." She whispered. To those with enhanced hearing, they couldn't help but laugh.

Jean called from where she was. "Bring Kurenai and Anko here."

The followed the sound of her voice and entered a room.

"Medlab's rather untouched." Jean said as they helped the pair of kunoichi onto tables.

"You don't think they tampered with anything Jeannie?" Logan growled. He never liked the place and the cold metal look brought up bad memories he with he could forget.

"No, the doors were untouched and the security systems show that it was left alone." The red head said.

Beast was checking supplies.

"Logan." Gambit called. "We're goin' ta check top side." He gestured to himself and Rogue who had made the journey in silence and the usually savage X-man understood how they were feeing. _(Whiskers been a part of us for so long to lose him like this has to be eatin' Marie up inside.)_

"Go with 'em." He told Ino and Laura. "Best not to separate too much."

The girls left Logan looked at Magneto. "You and me are goin' ta have some words bub."

The former ruler of Genosha nodded and followed Logan leaving the kunoichi to Jean and Beast's care.

Juggernaut was still searching room by room for supplies and gear they could use.

"I think it was a mistake to allow Rogers and Pym to leave. And I while understand why you left my daughter, granddaughter and Nightcrawler on Muir Island I don't like it."

"They live there Erik." Logan said standing across the room from him. the room used to be the X-Men's war room was stripped bare.

"Moira and the mutants there are under their protection and there is nothing we can do for them right now. we had to leave Marrow there. The Queen has them under house arrest for their protection."

"Tell me what happened in the Elemental Nations. Don't leave anything out." Magneto said and Logan wished he had a beer as he began what happened during the Chunin exams.

XX

Ino blinked in the sun as they exited one of the emergency exits located around the estate grounds.

She got her first look at the Institute or more to the point the firebombed remains.

A low whistle escaped her. "I'm just not seeing it."

Laura gave her a dirty look. "It didn't always look like this smart ass."

Gambit and Rogue weren't really scouting the area, they were near the remains of a fountain.

Ino looked at the former weapon with a raised eyebrow. Laura leaned in and whispered. "Naruto used to sit near the fountain studying or even relaxing." She said.

Rogue traced a hand over the cracked stone and Ino could see the woman wanted nothing more to get her son back, but they weren't equipped for it at this time.

"Do you think Ms. Pym and Cap will find the people we need?" Ino asked.

Laura leaned against the remains of a burned tree and shrugged. "Spider-Man maybe, but Deadpool…"

"What about me toots?" a voice said and Laura jumped, spun and popped her claws.

"Shows up like a damned cockroach." X-23 hissed.

"Nice kitty." The Merc with the Mouth said holding up his empty hands, but with Deadpool that meant very little to those who knew him.

Ino got her look at the man they'd just been discussing. The red and black bodysuit made her think of Naruto. The masked face turned towards her. "Whoa, new babe." He was about to step towards her when he was smacked up across the back of the head.

"Siryn." Laura said relaxing. "You came as well."

The red head was wearing jeans and a tattered "Dingoes Ate My Baby" t-shirt™.

"Ack, ye think I'd let him out without a leash?" her irish brogue peeking through with her annoyance at the man she was with.

"Theresa Cassidy."

They turned to see Gambit and Rogue approaching. "Thank you for comin'."

"When Stevie said it involved my prank-buddy you bet your bvd's we'll come." Deadpool said. Then he turned towards the side.

"For those wondering about our past exploits pick up the Mis-Adventures of Deadpool and Naruto, limited edition at newsstands…sometime last century for the low low price of 5.95 TPB."

Siryn sighed and smacked him across the back of the head. "Will you cut that out."

Ino looked at Laura, "What was that?"

"Wade thinks there is another dimension and talks to the people he thinks are there watching us like we're either TV or a comic book."

Ino shook her head. _(Weird.)_

"So what's the what?" Deadpool asked.

"We're going to assault Apocalypse's base and rescue Naruto and the other mutants held there." Laura said.

Behind his mask Wade Wilson grinned. "Groovy. Let me get my Boomstick™ and some bubblegum and we can kick some ass."

"We're waiting on seeing who else answers the call." Ino said as she remembered what Mr. Logan had said.

"Don't expect many. The Infinites have set up concentration camps and those who haven't joined Apocalypse are in there."

They thought of this, Rogue's jaw set as she made a decision. _(Anyone that gets in my way will not like the results.)_ she clenched her hand already bracing herself for the amount of mutants she was most likely going to absorb.

**AN: Deadpool has…**

**DP: "Yo, I can speak for myself. And why is it everyone thinks I'm crazy. I can see you as clear as…what's that?"**

**AN: Whiteout. If you don't shut up I'm using it on you. Now as I was saying DP has arrived. More forces are gathered and we see how Shino and Hinata are faring. For those that keep harping, my posting is shit because my dad's health. He has been having heart problems and his diabetes is kicking his ass. I post what I can when I can and what I am inspired to write in my free time. Thanks for those who are patient.**


	4. Chapter 4

**Ino and the X-men**

Disclaimer: I don't own Naruto or the X-men.

"(Japanese)" – formerly used to mean English, but moving out of Konoha means language change, hence now this means the opposite.

Chapter 4

(Research Base)

"**Deadpool are you in position?"** the voice crackled over the mic. Said recipient however was sitting against the wall his arm around the newly killed guard chatting away like they were old friends.

"And that was how I got Red to fall in love with me." Deadpool chattered away even as his free hand stripped the guard of his ammo-belt.

"These are some quality grenades I tell you. You simply must…"

"**WADE!!"**

The yell of his girlfriend over the ear-mic had him leap into the air and on instinct shot the guards corpse with his automatic pistol. "Oops. Sorry about that." Deadpool said as he tapped the earpiece. "Deadpool here. Sorry about that Red. There was this velociraptor eyeballin' me and…"

"**(sigh) Save the tale for later. Are you done with the guards at the gate?"** came Siryn's voice.

"Yeppers." Deadpool said.

"You're an ass Wilson." The growl came from behind him which caused Deadpool once more to leap up and shoot the corpse of the guard again.

"Sorry." Deadpool apologized to the guard then looked at the black clad figure. "Geeze Wolvie, wear a bell." Deadpool said and he watched as the rest of the assault team appeared.

He'd gotten a quick intro and while he knew Wolverine's mini-me was hot and bothered for his whisker marked friend…

"Stop leering at me." X-23 growled and Deadpool complied as he turned to the other girl…

"Leer at me and I'll plant a rose bush in your ear canal." Ino said. She looked at the red and black merc with the mouth.

"Stop procrastinating." Wolverine growled as he walked up to one of the nine guards Deadpool had dealt with and ripped the tags from the mans neck. Wolverine growled. "Need his hand."

Deadpool cut off said corpses hand and stabbed the back with his sword. By this time they were joined by Siryn. "Wade, I swear…"

"What? Wolv-ster needed a hand." Deadpool said and while Wolverine took it and the monstrous door began to open it was Ino who asked "Is he all there?" getting a round of "No's!" from every mutant present.

Deadpool shook his head as he stepped over the dead guards. "No respect." Then he paused. "You know its funnier when it happens to Rodney Dangerfield."

"Who?" Ino asked before X-23 could stop her.

"He's a…" Deadpool started to say when he was shot by the group of soldiers that poured out of the door rifles going off as soon as they cleared the door.

"SCATTER!" Wolverine yelled even as his claws popped with the familiar SNIKT and he leapt on the nearest guard and stabbing him in the chest with both claws.

"WADE!" Siryn yelled and attacked the armored truck coming out of the base with a sonic scream that at first buckled the metal and then slowly peeled it away.

Magneto stepped forward and had a look of disdain on his face. "Homo-sapiens and their guns." And with a gesture the guards found their weapons ripped from their hands and they were crushed and tossed aside. The men ran and found their path blocked by Deadpool. "You shot me…YOU BASTARDS!!!!"

The carnage from Deadpool's combination between his gun and katana left a big gory mess. Ino shook her head as the merc hadn't shut up once. "I see why he and Naruto get along."

X-23 growled as Deadpool looked at Ino and wiggled his eyebrows…or they thought his eyebrows as it was hard to tell with the mask.

Wolverine came back from the group he destroyed. "Everyone keep alert." He growled.

Jean who was approaching with Gambit and Rogue shook her head. "There aren't any other ways in. even the air ducts are smaller than someone's head."

"Tis like they don't trust someone non?" Gambit said. The others could see the tension in the former thief. It was mirrored in Rogue who kept glancing at the mountain. "You certain he's here?" she asked.

Deadpool shrugged. "Weasel said this was a possibility. But the troops too normal." The merc said.

"Pool. Everyone is normal compared to you." X-23 growled. "I've got point."

Logan grabbed her shoulder. "Sorry Darlin', but age before beauty."

Ino shook her head. "I hope Kurenai and Anko are okay."

XX

(Xavier Institute)

"Dr. McCoy I think something is wrong." Kurenai said from her spot watching the console while the big fury X-man was under it rewiring it.

"What do you see?" Hank asked as he connected several more wires.

"There's a red light on the console and the screen flickered for a moment, I think I saw figures up top with the camera you hooked up."

Henry "Beast" McCoy clamored to his feet and looked at the static filled screen. "I think you're right my dear. Are you and Anko…"

Kurenai shook her head. "We're better, but I doubt we'd be able to fight off an invasion again so soon."

It was times like this that the Beast hated not having access to the Shi'ar medical technology as well as the weapons.

"Let's get Anko. I'm sure there is somewhere secure we can hole up until the others get back."

Kurenai hoped he was right.

XX

(Moments later)

"The ventilation system?" Anko whisper-whined.

Beast was a tight fit and sighed. "It was there or the trash compactor, and I didn't feel like re-enacting a scene from Star Wars, Kurt would never let me live down much less Naruto." Beast whispered.

Kurenai from her spot looked down near a mesh grate. There were a lot of them. She made a few gestures which Anko nodded at. Beast remained quiet from where he was wedged into the vent shaft. The two women had insisted he go first and get himself situated before even with their injuries they made leaping into the vent look easy.

From below they could hear voices. "Lord Apocalypse won't be happy." A cultured female voice said.

A deeper voice answered, rough sounding and Hank nearly stopped breathing recognizing the two. "Don't care about a few X-Men we missed." There were heavy footsteps. "Post two squads of Infinites and leave Goblin and…"

"Don't tell me how to do my job Sabretooth." The woman's voice was hard.

"And don't think I'm impressed with you Frost."

Frost, Emma Frost the White Queen narrowed her eyes. "If Sinister didn't have my Hellions I'd show you something to be impressed with you Neanderthal. Be that as it may, Goblin and Rictor will stay…Rictor will be in charge."

Sabretooth's snort was heard by all, which it was meant to be. "I still say all the X-geeks should have been dealt with. Reprogramming them won't take. Too many times have they been mentally altered for it to bite the offenders in the ass."

Emma remained quiet. She looked towards the air vent and smiled before turning to leave. "Come on Creed. Let us return to Sinister and report that either they never were here or they already left. Truthfully I don't see returning to the Institute since its been picked clean."

Creed followed and once the sounds of all activity on the level ceased Beast let go a breath he'd been holding. "Thank you Emma." He whispered. He saw Anko and Kurenai looking at him. "We'll talk once we're out of here. We need to warn the others about what's happening."

Kurenai nodded as she removed the grate and with Anko kept watch, both wincing at the sounds McCoy was meeting trying to get out of the hiding spot.

XX

(Hidden Location)

Sinister ignored the Infinite drones as they went about building the new tower. He looked at the three Horsemen as they appeared. War (Hulk) was midnight black and Sinister was curious how Apocalypse tamed the wild hero. Next was Famine (Polaris) who hovered off the ground. Her silver armor was a liquid metal that she alone could command as her father Magneto found out when they captured Genosha. Pestilence (Sunfire) stood as still as stone, the flames he surrounding him scorched the earth where he stood.

Sinister turned when Apocalypse appeared. "Where is my final Horseman?" the godlike mutant demanded.

Sinister pushed a button on his control belt. "I give you my greatest work, Death." The canister that was hidden appeared and the door hissed open. A nearby mutate that had been brought from Genosha screamed as his skin was flayed from the body and soon it was a blood stain on the ground.

Apocalypse actually smiled as Death stepped out of the smoke filled container. Head to toe wearing black armor, the eyes glowed red. "Naruto Uzumaki is dead." Apocalypse said. "There is only Death."

The four Horseman stood assembled before their master. "Ride my Horseman. Secure my kingdom."

Cybernetic horses appeared and the four mutants mounted. "Search and destroy." Apocalypse commanded and they took to the air.

"Is that wise?" Sinister said. "I could have done some more tests…"

Apocalypse gave him a cold look. "Survival of the fittest." Was all he said before walking away.

**AN: Here's another chapter. Where are the X-Men? And it sounds like Apocalypse has more minions than just mutants. The depowered plot didn't happen. I'm not real thrilled with a lot of the recent works. 80's and 90's X-men are some of the best recent. I have House of M and such, but I've not really cared since about 2001. the Wagner's and Kitty along with Marrow are gone for now. I have a one to four shot I'm working on to explain some action there. Next chapter will be the X-men at the base and Beast with two hot Kunoichi.**


	5. Chapter 5

**Ino and the X-men**

Disclaimer: I don't own Naruto or the X-men.

"(Japanese)" – formerly used to mean English, but moving out of Konoha means language change, hence now this means the opposite.

Chapter 5

(Base)

"Are you sensing anything?" Wolverine asked of Jean after they cleared another area.

"They've got Psi-shielding." Jean said as she rubbed her temples. "I can't even tell what's in the next room."

Logan growled and tapped his communicator. "Storm, keep your distance. We're going deeper."

"**Copy that. I've managed to capture us a plane for a fast retreat."** The cultured tone of the windrider reported.

Gambit shorted the security door and it rumbled open. "This way mon ami."

It wasn't Wolverine through the door first it was Rogue; a very angry Rogue.

Her battle cry was very simple. "WHERE'S MY SON!"

The screams and the gunfire cut off as she tore into the soldiers and the robot guards.

"Damn chere, you didn'a need to be so rough." Gambit was in next along with the rest of the raiding party.

"Cajun's right. We know Apocalypse has him. This is all Stryker's goons and special projects." Wolverine said.

Rogue scowled as she dropped the unconscious trooper. "I want my boy."

"So do I chere, so do I." Gambit said as he charged a card and tossed it to where an automated gun turret had risen from the ground and exploded.

"But we will find his amore and bug boy."

Wolverine tapped his communicator. "Tell me how you're doing darlin'."

XX

Laura growled as she was with Deadpool, Siryn, Juggernaut and Magneto and Ino. The remains of the robot factory around them. "We're fine pops. All I can say it's a good thing Anko and Kurenai were left behind with Beast." X-23 looked at Ino who was looking around. "Such weapons…" she muttered.

"And each one is designed for killing our kind." Magneto said.

Ino shuddered and prayed that Hinata and Shino were okay.

XX

(Xavier Institute)

"Are you sure?" Anko asked as they crept along. Both her and Kurenai had switched into some spare X-men uniforms that Beast had managed to find.

"I believe it would be better to avoid confronting young Richter if he has been brainwashed and the Goblin is purely psychotic."

Beast explained the history of the Goblin and the damage he's caused. "He's usually Spider-man's nemesis but with Apocalypse taking over New York I think we'll be seeing more people than we are used to dealing with."

Kurenai shared a look with Anko. "So on a scale of one to ten, how bad is the situation?"

"Fifteen…no twenty." Beast said with a shrug. "As Naruto would say we are F.U.B.A.R. and I have to agree."

"FUBAR?"

Anko laughed. "Fucked up beyond all recognition."

Kurenai sighed. "So where are we going?"

"Well we can't go out the front door, so I was thinking a side door. We need to contact the others and let them know that the mansion is lost as a haven." Beast pushed a panel aside to reveal a tunnel. Once the kunoichi were inside he covered it back up and gestured for them to follow the tunnel.

"The mansion is a honeycomb of escape tunnels and there are safe-houses we can use where there should be equipment we can salvage."

"But what about Naruto?" Kurenai asked.

Beast sighed. "We need to deal with one situation at a time, especially how thin we've been spread. Apocalypse has an army, we're only fourteen people at this time and you two are not at your best."

Anko snorted. "You as well as I that Naruto might be down, but there is always a way with him. I was only his teacher a short time with Nai-chan and even I know that."

Henry McCoy chuckled. "So true."

They entered a wider tunnel and stopped cold.

"I told you the rats in the sewers were bigger." It was followed by an insane cackle.

"Goblin." Beast said as he saw the Green Goblin on his glider with Richter wearing a strange headband that glowed an eerie green.

"Oh look Richter, your fellow X-men, say hello."

Richter remained silent, his eyes on Beast.

"Why are you following Apocalypse?" Beast asked the purple clad and green masked villain.

"Because he's a laugh." Goblin said with another cackle. "And once his power is secure I was told I can have Manhattan." Another cackle.

"How many?" Anko asked and Goblin looked at her. "What do you mean?"

"How many people have joined Apocalypse?" she asked.

Goblin looked thoughtful. "Well every super-villain in New York, and the heroes that were captured and are wearing Sinister's mind control devices…" he shrugged.

Beast meanwhile knew that was a lot of people. "And soldiers?"

Goblin snorted at this. "His Infinites are capable enough. New York is just the start after all. Either you are with Apocalypse or your fodder." He gestured towards Richter. "Isn't that right mutant."

Still no response from the mutant at his side, "Ah well, enough talk. Get them!" He ordered and the Infinites behind him surged into the tunnel.

Anko growled and with a few practiced hand seals a pair of giant anacondas appeared. "Sic 'em." Anko ordered.

Kurenai stayed back in a defensive position as Beast leapt into battle throwing the Infinites around.

Goblin laughed while juggling a trio of his pumpkin bombs, Richter remained motionless.

XX

(Base)

The two teams entered a central chamber after leaving a path of destruction in their wake.

"Fancy meeting you here." Wolverine said.

"The path we took circled around and brought us to that corridor opposite of you." Laura reported.

"Where's Wilson?" Logan growled.

The sounds of machine guns could be heard in the distance answering the question. "Siryn's with him."

Ino walked towards the mainframe. "The guard we interrogated told us of the cells."

Magneto walked up and entered the codes on the keyboard. "As we can see Mr. Stryker has already fled the premises." His gloved hands brought up the monitors and two rooms were dead.

Ino meanwhile was scanning the monitors. "Those two."

"How can ya tell?" Juggernaut asked having come up from behind her.

"This one shows the temperature in the room. Hinata's ability deals with heat or more to the point fire. And this one…"

Ino said pointing at another screen that was blacked out.

"How can ya tell? Looks like a malfunction." Juggernaut said.

Ino stared at the screen, but it was Logan who spoke. "It crawls. Bug Boy has the camera covered."

"That's just…"

"Shino." Ino said with a grin. "Let's go."

Logan shook his head. "Take Jean and Mags with you. The rest of us will hold here and wait for Siryn and Deadpool."

"What do you mean?" Ino asked even as Magneto brought the cameras images to the main screen.

"Apocalypse has sent his Infinites. Apparently he's not happy with Mr. Striker either."

"He can take a number." Logan growled. "Get a move on blondie."

Rogue nodded as her and Gambit began to set up barricades. Juggernaut moved and pinched the door shut, creasing the metal so it wouldn't open.

"We'll leave this way open for Wade and Siryn." Logan said even as Magneto forced the elevator open. "Ladies." He gestured as Jean and Ino entered. "Going down." He said as the doors slid shut.

Logan growled as he could smell the Infinites in the base. "Come on Wade, where are you?"

XX

"WADE!" Siryn called as she blasted the last of the robot troopers with a sonic scream. "We've got to go!"

Wade Wilson known to the world as Deadpool had a headlock on a robot guard. "Aw, but Sugar lumps, me and Robbie are just starting to bond."

"Now Wade." She growled.

"(Sigh) Sorry Robbie, my woman you know how they are…well maybe you don't. do robots even have nads?"

Wade asked even as he pulled out his auto-pistol and emptied the clip into the skull of the robot he was holding. "The world will never know."

He walked towards Siryn just as the corridor behind him filled with Infinites and someone else.

"Aw, crab cakes. Why did it have to be him." The bestial roar was an indication. But it was the battle cry that Wade really didn't need to hear.

"HULK SMASH!" as the now black skinned behemoth strode in.

"Um…Avon calling."

"Wade!" Siryn hissed even as she unleashed a sonic scream into Apocalypse's shock troops.

Taping the communicator he said into the mic. "Um, Wolvie you better be ready. The Horsemen are here."

The roar of Hulk told them that War had arrived.

**AN: Well the battle has begun. Does Deadpool stand a chance against Hulk (War) much less an altered and advanced Hulk? Will Beast and the kunoichi escape Goblin and Richter? What will Ino, Jean and Magneto find in the sub-levels? All this and maybe more (big maybe) next time.**


	6. Chapter 6

**Ino and the X-men**

Disclaimer: I don't own Naruto or the X-men.

"(Japanese)" – formerly used to mean English, but moving out of Konoha means language change, hence now this means the opposite.

Chapter 6

"Come on Hulk, you're not still mad about that time in Canada…um the third time that is?" Wade asked as he flipped out of the way of the massive fist.

Siryn was getting exhausted by the wave after wave of Infinites, which was both a good thing and bad thing. Good in that it kept her away from the Hulk, bad in that it left Wade alone with the Hulk.

"Puny masked man is going to die." The Hulk growled.

"Oh, you are eloquent. Say the rain in Spain falls mainly on the…YIPE!" Deadpool avoided the section of wall that Hulk had thrown. His ducking had the wall take out a large group of Infinites.

"Does that help Babe?"

A sonic scream slammed into Hulk causing him to stagger back a couple of steps.

"Time to run Wade." Theresa Cassidy ordered as she flew in and grabbed her boyfriend under the arms.

"Aw, but it was just getting to the good part." Wade whined even as he tossed a trio of grenades.

"Red don't fail us now." He said as they entered the corridor, behind them explosions wiped out more Infinites and pissed off the Hulk as his roar told them as much.

XX

(Mansion, sub-tunnels)

Green Goblin watched as the blue furred X-Man was playing defensively and the two women were hanging back, bottlenecking the Infinites in the tunnel. The one woman seemed able to control snakes and the other one was using an odd looking knife to stab and slash any that got past the X-man and the snakes.

Goblin smirked and pulled out a trio of bat shaped shuriken as well as a pumpkin bomb.

"Happy Halloween." He cackled and gunned his glider towards the women. He was nearly there spinning overhead missing Beast's reaching grasp when he was yanked off his glider.

"WHA!"

looking over his shoulder he hissed seeing what had grabbed him. A long spider web.

"Hey Gobby, your off season. Halloween isn't until October."

"SPIDER-MAN!" Goblin snarled as the red and blue masked hero crawled along the tunnels ceiling.

"Yes, your friendly neighborhood Spider-Man. Granted this is far from my usually hangouts, but when I saw you leading one of those boxcars I knew you'd be up to trouble."

Spider-man flipped and sprang away as Goblin threw his bat shuriken and the pumpkin bomb.

"Spider-man." Beast greeted him.

"Hey big blue. I must say I hate what you've done with the place." He kicked an Infinite towards Goblin who snarled and shoved it away.

"Maybe you could suggest an interior decorator." Beast said as he body slammed an Infinite.

"Less gab more stab." Anko yelled at them as she sent in her snakes and was bobbing and weaving kicking and punching where she could.

"New X-men?" Spider-man asked.

"Nope. Friends of Naruto's." Beast said as he continued to brawl his way thru the Infinite's.

"Really? Where is Whiskers? I miss my Friday night fight partner?"

"He's been taken." Anko snapped as she rammed a kunai into the head of the synthetic being.

The tunnel floor began to shake.

"Oh dear." Beast said and his eyes went to where Richter was standing with his fists clenched.

Behind the mutant the Goblin was on his glider laughing.

XX

(Base)

"HE'S BEHIND US!" Deadpool yelled as he and Siryn passed the barrier.

"Who's behind you Wade?" Wolverine inquired.

"WAR SMASH!"

"HIM!" Deadpool dropped from his girlfriends grip rolled and came up to his knees shooting.

Siryn touched down trying to catch her breath. "We've tried to collapse the tunnel behind us." She said panting.

The narrowed door buckled and they turned to see the black skinned Hulk now known as War glaring at them thru the narrow opening.

Wolverine grunted. "Great, an angry Hulk. Its hard enough to fight him when he's not been altered by Apocalypse."

"It doesn't matter shortie. We hold the line." Juggernaut said as he positioned himself.

"Cain's right sugah." Rogue said.

"We can do no less." Gambit said as he drew a bunch of cards. "We hold for Jean and the others to return."

Wolverine and Laura popped their claws. "Dig in."

"He doesn't get us past us." Laura said with a very vicious growl as she held up her two claws.

Wolverine knew his clone turned daughter was going to make the Hulk pay his pound of flesh for every day Naruto was missing.

"We do this darlin', follow my lead. I've tangled with him before."

Laura nodded.

"Wade, you cover us. Siryn you an' the Cajun are the second row. Stripes…"

"I got ya." She said and clenched her gloved hands, the sound of her knuckles popping was drowned out by the roar of the Hulk and the rending of metal as he was forcing the opening apart.

Rogue and Juggernaut were preparing to rush War (Hulk) the moment he stepped into the widening opening.

Behind them Gambit began to charge his cards and sent a volley at the Hulk and was answered with a roar of anger.

XX

(Elevator)

The doors pinged and opened. Ino stepped out with a sword made of vines she grew on the way down.

"Interesting talent." Magneto said.

"You'll see I'm full of surprises." Ino said.

"Controlling plants." Magneto mocked.

"Leave her alone Erik." Jean warned. "And concentrate on helping us find Hinata and Shino."

"I wonder what else these young mutants are capable of. I was always disappointed when Charles had me swear not to visit beyond the veil."

Jean shook her head and the lights continued to flicker.

"Here." Ino said stopping at a door.

"How can you tell?" Magneto asked.

"I can hear a low hum, it reminded me of when Shino's hive was aggravated." Ino said.

Magneto leaned against the door then after a bit backed away. "It sounds like a buzzsaw."

Ino sighed. "We need to find Hinata first."

"Why?" Jean asked.

"Because she the best offense we have if Shino's out of control." Ino said and Jean didn't have to use her telepathy to know that Ino didn't like the suggestion but knew it had to be done.

Jean reached out. "I can't get into his mind, its…"

"He has a hive mind." Ino said. "After my powers kicked in, I tried to read him. His mind divides between his body and his insects."

Magneto cocked a brow.

Jean focused and shook her head. They've psi-shielded the place."

Ino closed her eyes and tried to remember the map. "This way…I think."

The three mutants took a corridor and after several turns. "Is it me, or is it getting warmer?" Magneto said with a smirk.

"More ways than one." Ino said and stopped as they entered a dead end with a red-hot glowing door.

"I do believe we've found her. Now what?"

Ino looked at him.

Jean rolled her eyes. "You rip the door off and I'll throw up a shield. We'll see if she's reasonable."

"And if she's not?" Magneto asked.

"We'll cross that bridge."

Magneto gave a smirk. "You mean that burning bridge."

"Erik, just get the door." Jean said and when the Master of Magnetism gestured the steel door folded and came off the wall.

The blast of flames engulfed the hall and were stopped by the telekinetic shield of Jean Grey.

"Ino…I hope you have something, because the temperatures are getting hard to keep back."

"HINATA! HINATA, ITS INO!"

The flames danced and Ino felt her eyes widen when the figure that had to be Hinata walked out of the cell.

"Oh Kami."

XX

(X-Mansion Sub-levels)

"DAMN YOU SPIDER-MAN!" Goblin roared as his own pumpkin bomb was slingshot back at him.

Beast meanwhile with Anko and Kurenai had managed to take Richter down. He was bound by a trio of vicious cobra's

"Get that thing off of him." Kurenai said gesturing at the headband.

KA-BOOM!

The explosion from a nearby pumpkin bomb staggered the three and when they turned Goblin had flown in with his glider grabbed Richter and escaped.

"Sorry about that. Goblin pulled a fast one and…"

"Its okay Spider-man. At least none of us our hurt."

"Speak for yourself fuzzy." Anko said.

"Ah, right you and Lady Kurenai are still injured. What I meant to say is that no further injuries were added." Beast corrected himself.

Anko looked Spider-man up and down and gave an appreciative whistle. "That outfit doesn't hide anything does it?"

"Anko." Kurenai said in exasperation.

Spider-man shifted as the tone the woman had used reminded him of Black Cat when she was in a flirting mood.

"It breathes better than leather." Spider-man said.

He jumped not realizing Anko had moved and was behind him giving him a pinch.

"He's very fit. Bet we could bounce a kunai off that." She purred.

_(Yep, just like Felicia.)_ he thought. "I'm married."

"I don't mind." Anko said and squawked as Kurenai pulled her back. "Behave." She said.

Spider-man stepped back amazed how quickly both women moved and she hadn't set off his spider sense.

"So, other than an army of synthoid's and super villains taking over New York, what's the what?"

Beast led them down the tunnel and started to explain what had happened since Naruto went to the elemental nations.

XX

New York

Patrols of Infinites marched down the street. Overhead they were watched by three of the four horsemen.

"NOW!"

The first Infinite was shot with an arrow. Gun shot rang out taking out several more.

The three Horsemen watched as the costumed heroes poured out of destroyed buildings.

Famine, Pestilence and Death were keeping their mechanical horses aloft as Hawkeye, Black Widow and several others attacked the Infinites. They were soon joined in the air by Iron Man, War Machine Falcon and Northstar.

Death looked at them. "Resistance is futile." He intoned.

Falcon and Northstar screamed as their flesh was being flayed from their bodies.

"Shit! Pull back!" Iron Man called out as he ignited his booster rockets.

War Machine fired off a volley of missiles from his shoulder mount. Sadly Famine used her powers and crushed them inches from where they launched from. Then the battle was joined as Pestilence sent a javelin of fire at War Machine.

**AN: More battles next chapter. Yes Falcon and Northstar are dead. Death reached out and shredded them. Next time War vs. and Death ride.**


	7. Chapter 7

**Ino and the X-men**

Disclaimer: I don't own Naruto or the X-men.

"(Japanese)" – formerly used to mean English, but moving out of Konoha means language change, hence now this means the opposite.

Chapter 7

(New York)

Black Widow shook her head as the Infinites fell rather quickly. She looked up to see two what she thought were bodies falling and she could tell Iron Man and War Machine were still engaged with the other two Horsemen and it made her wonder where the Hulk was, or as he was called War.

_(That might be the more appropriate name for him. Apocalypse really has unleashed the Hulk in a new and very terrifying way.)_ she thought as she opened fire taking out more Infinites. Her gaze went back to the sky to look for the Horseman known as Death but had lost him in the moment her attention was away.

XX

(Base)  
"WAR SMASH!"

The gathered heroes scattered.

"You would think he was better conversationalist before this." Deadpool said as he fired his uzi to no effect.

"Shut up an' fight!" Wolverine ordered as he dodged a thrown floor slap and went into attack, his claws leaving deeps gouges, but they healed just as quickly.

The gathered mutants hit the black skinned Hulk and could only watch as he shrugged it off and got stronger.

Gambit's charged cards turned the Hulk half a step and Siryn's sonic scream had the behemoth clutch his ears in pain.

Wolverine and X-23 danced in and out, their claws leaving bloody gashes as Deadpool unloaded clip after clip from his dual uzi's while he spouted bad quips.

Juggernaut rushed and grabbed the War in a massive bear hug, getting his feet off the ground.

Rogue removed her gloves and approached the Horseman from behind and she touched the giants bare back.

War and Rogue let out twin screams of pain as her power fought the rage of the Hulk.

XX

"What happened to you?" Ino said seeing her friend who was a walking flame.

The skin couldn't be seen and the white eyes stared back.

"**Ino? Where am I?"** Hinata asked. Her voice rough and Ino wondered if her vocal cords were damaged.

"What do you remember?" Ino asked.

"**The battle. Shino and I were going to head to the arena to help Narut-kun. Then nothing until I woke up here. They kept hitting me with cold steam and my power kept increasing to keep me warm. They tried to inject me, but whatever it was burned up and evaporated before it could take effect. Ino, where's Naruto-kun?"**

"She would have to ask that dangerous question, wouldn't she?" Magneto mumbled as he allowed Jean and the younger mutant deal with the living flame.

"Jean, we do need to hurry." He said as it seemed that they weren't going to answer the flaming girl. "We can talk once we're out of here."

Jean nodded. "Magneto's right. We need your help getting to Shino. Are you up to that Hinata?"

The white eyes looked at her and the burning mutant nodded. **"Of course."**

XX

The door melted under Hinata's touch and as the metal slag slid to the floor, the heat was the only thing holding the swarm in the room back.

"Shino! Shino, its Ino." The blond plant user called into the room.

_**We know you.**_ The voice was distorted and filled with buzzing, coming from the whole room and not one voice.

"Shino we need you to calm down. We're here to rescue you. Do you understand?"

_**We are calm. And we understand.**_ They watched as the swarm exited the cell and form a shape which soon became solid to reveal Shino wearing the prison outfit that the scientists had put him in. it was his eyes. They made Ino think of an insects.

"Shino…" she was shocked at seeing her teammate.

_**We are fine Ino. It seems our mutation has evolved making us as we are.**_ Shino said.

"We'll talk later. The others are waiting and who knows what they've encountered." Jean said.

Shino nodded and several insects flew from him down the hall.

_**We shall take point.**_

They followed with Ino walking near Hianta hoping once they were out of danger the fire girl would be able to shut her power off. _(And how the hell am I going to tell her about Naruto?)_

XX

War head butted Juggernaut staggering the unstoppable mutant and forcing him to release his hold. A back hand sent Rogue flying and leaving a crater in a nearby wall.

The others resumed their attack and War slammed his hands together making a sonic boom and sending them flying and hitting the walls as well.

"War the strongest there is! No one can stop War!" the black skinned Hulk snarled as he looked over the downed heroes. His eyes spotted movement as Rogue was pushing herself out of her crater.

War approached and raised his monstrous fist.

"Stupid mutant tried stealing War's power. War too much. Kill stupid mutant."

Rogue still stuck in the wall could watch helplessly as the massive fist descended upon her. _(Naruto…Remy…I'm sorry.)_

XX

(New York)

War Machine and Iron Man realized that Famine was the worst opponent they could ever face.

"Tony?"

"Hit your boosters and get out of range." Tony Stark the Invincible Iron Man had face Magneto and the man had peeled him from his armor with a look of contempt and Tony knew that the mutant Master of Magnetism had held back.

The two armored heroes flew away leaving Famine where she had been without sparing them a glance.

Pestilence looked down and watched the heroes futile attempt. It was Death who had moved.

Death was at street level and it was Speedball of the New Warriors who came across him first. The rest of the New Warriors in the midst of battle heard their teammates scream before it was quietly cut off.

Namorita and Firestar were the first to find his remains, well the puddle that was his remains as he had been liquefied.

"I told him resistance was futile."

They both looked and found Death standing across the street, the death's head mask obscuring whomever it was. But the cold feeling of dread filled the air.

**AN: Sorry about the huge delay. My fathers health took a dive and then he passed away. My own health has been an issue as my diabetes has flared and the doctor is trying to find a balance to the meds. Also diagnosed with congestive heart failure and finding a balance is not fun. This has been on my flash drive. So other than hold it for longer, here it is. Nothing is abandoned.**


	8. Chapter 8

**Ino and the X-men**

Disclaimer: I don't own Naruto or the X-men.

"(Japanese)" – formerly used to mean English, but moving out of Konoha means language change, hence now this means the opposite.

Chapter 8

(Base)

Rogue with her eyes closed and her head ringing from the earlier hit and still trapped in the wall was wide open for the oncoming hit, her thoughts going to her husband and their adopted son.

The roar of pain had her open her eyes and she saw War laying on the ground with thousands of insects crawling all over him. Her eyes went to the elevator and saw Shino standing there, a swarm of insects leaving him and attacking War.

Magneto gestured and the wall around her loosened and she dropped to the floor. She saw Jean and Ino were helping the others to their feet and she saw a figure cloaked in flame and blinked, realizing it was Hinata.

"'Cher Gambit is glad to see you are alight." Her husband said helping her to her feet.

"What the hell is that?"

The saw Deadpool standing over War and reached out to touch one of the bugs.

"Ah wouldn't touch that." Rogue warned as she recalled some of Shino's abilities.

_**Rogue**____**is**____**right.**_ Shino's voice echoed. _**We**____**are**____**draining**____**his**____**energy.**____**It**____**is**____**making**____**us**____**create**____**more**____**of**____**the**____**swarm**____**as**____**it**____**seems**____**endless.**_

"Is there a way to contain him?" Ino asked.

"Doubt they have something here and we don't have the time to look." Jean said and the others joined her by an undamaged computer and monitor.

"It seems Mr. Stryker doesn't wish to give up his secrets without a fight." Magneto said as they watched troops pour into a tunnel.

Wolverine grunted and tapped his communicator. "Storm, meet at rendezvous point two. Be warned darlin' Stryker and his goons are in the area."

"**I****'****ll****be****there****my****friends.****"** Storm's voice came back.

"What about him?" Ino gestured to the downed Hulk.

Wolverine popped his claws.

"Logan, we can't. he's been manipulated and controlled by Apocalypse." Jean said putting a hand on the man's forearm.

_**We**____**leave**____**him.**____**The**____**swarm**____**will**____**hold**____**him**____**for**____**a**____**time.**_ Shino offered.

"You mean leave him for Styker to find and deal with?" Ino asked.

_**Yes.**_

Logan ran a gloved hand over his face. "Alright let's go."

"Logan." Jean looked at the feral X-man in shock.

"We can't contain him Jeanie. And we can't fight a running battle while lugging him around, if any of us other than Marko could lift him."

"I could." The Juggernaut said resisting the urge to kick the downed Hulk.

"Let's go. We can chalk this up as another in a long line of regrets." Logan said. He looked at the others. "Now scat."

XX

(New York)

Firestar looked on as several SHIELD soldiers rushed and were shredded by Death. She touched Namorita's arm. "We need to go. There's no way we can fight him."

The member of Atlantis's royal family glared at the Horseman and knew her friend was right. She nodded reluctantly and they had made the right choice as the recall order was being given by Black Widow.

The heroes and SHIELD operatives pulled back, the three Horseman were too much and they'd lost too many friends already.

Firestar looked back where Death stood and she knew of only one mutant who had a power like this and she knew he hated it. _(Naruto?)_ she thought of the young X-man that she had met when visiting the mansion from time to time.

XX

(Tunnels)

"So Naruto was taken by Apocalypse." Spider-man asked for clarification as the small group maneuvered the tunnels.

He made sure to keep the red eyed Kurenai and Beast between him and Anko as the woman made him think of Black Cat during their cat & mouse chases.

"Sadly." Beast said. "And it seems our allies were compromised."

"Yeah, those that were captured wear control collars." Spider-man said as he'd run into several former allies already.

"This Apocalypse guy is starting to piss me off." Anko said. "You knew how dangerous he was and yet you let him live."

Beast sighed. "The X-men's founder Charles Xavier deplored killing. Logan has stated more than once it would be better off for us and the world had we eliminated mutants like Apocalypse and Sinister. I fear that the time approaches where I think Logan's way will be revealed to be the right way."

Anko snorted. "Yeah, and when will that be? After they destroyed nearly the whole world?"

The group was silent as they moved in the tunnels, their hope to use them to avoid the Infinites and any of the villains and compromised heroes.

"Spider-man, do you know any safe houses we can use?" Beast asked. The mansion was no longer safe and he needed to alert the others.

"I know of one. But you're not going to believe it." The wall crawler said.

XX

(In the Air)

Storm set the autopilot and looked at everyone. "I've lost contact with Beast." She said.

"We can't return to the mansions sub-levels." Jean said. "And with the borders closed there is no way to get to Muir."

Logan rubbed a gloved hand over his tired face. "Suggestions?"

"Avengers Mansion, Stark Towers, the Baxter Building are out as well." Siryn said. "Those were some of the targets hit right away by Apocalypse's forces." She gestured towards herself and Deadpool. "We were on the move and staying in the borders of New York is hard. Infinites are crawling the streets and any known heroes areas were patrolled heavy."

"Yeah, they even hit a couple of cemeteries where Ghost Rider was known to haunt." Deadpool said playing a PSP that he found on their way out of the base.

"You said known hero haunts. What about villain?" Ino asked from near Shino and Hinata. While the flame mutant wasn't able to shut her power off, she was able to mute it so the flames shed no heat and could be touched, although she admitted she had to focus to do so.

The gathered mutants looked at her. "What?" she looked to Hinata, "Was it something I said?"

XX

(New York)

Death, Famine and Pestilence stood in the middle of Times Square while around them Infinites gathered people and were moving them off to be shipped out to prison camps.

Numerous villains were gathered overseeing the troops and there were heroes controlled by collars.

Apocalypse appeared and the Horsemen went to their knees.

"Rise my Horsemen." The ancient mutant commanded. "Report!"

"There are still pockets of resistance Master." Famine said. "Shield agents backed by a handful of heroes are all that remain."

"What of the X-men?" Apocalypse knew not to take a chance with them as they had proven to be troublesome in the past.

"Their base is destroyed and many of the members have been collared." Pestilence said.

"But not all of them. Where is War?" their master said.

"Dealing with a MRD base." Famine said. "Death has killed several of the heroes, while no one of significance."

Apocalypse looked to his silent Horseman. "Then they were weak and he made the right choice."

Mr. Sinister appeared. "We have spotted Spider-man. He's joined up with McCoy and two flatscans."

"Death shall deal with them." Apocalypse said. "Famine and Pestilence will be overseeing the caravan to the pens. And you shall begin the conversion of the weak into useful soldiers." The ancient mutant commanded.

"The process isn't complete. I still need more time." Sinister said.

"Then use the flatscans. They are after all only cattle." Apocalypse said and his Horsemen went to do as they were ordered.

The immortal mutant looked over the conquered city his thoughts on his greatest Horseman and those that were attached to him.

_(We'll break those bonds. Death shall break them himself, and then after we conquer the world, the World Beyond the Veil shall be next. After all the humans are weak and all will bow to the Apocalypse.)_

**AN: The heroes meet up and compare notes. Death continues to ride.**


	9. Chapter 9 The Watcher's Diary

Disclaimer: I don't own Naruto or the X-men.

"(Japanese)" – formerly used to mean English, but moving out of Konoha means language change, hence now this means the opposite.

Chapter 9

_**I am Uatu the Watcher assigned to watch the Earth and its solar system. In my viewing I watched the end come to humanity and leave the earth a lifeless rock.**_

_**The Horseman of Apocalypse known as Death was the one who ended it all**_

_**Formerly known as Naruto Uzumaki from the Hidden Village and a member of the X-Men known as Ripper, Naruto was captured by Apocalypse and turned over to the mutant scientist Mr. Sinister Naruto was stripped of his memories, his chakra and with experimental technology was transformed into the avatar of Death.**_

_**While the remaining X-Men along with Magneto and Naruto's teammate from Konoha, Ino Yamanaka they rescued Hinata and Shino who had been captured by William Stryker their own mutations altering them.**_

_**Spider-man joined by the X-Man Beast along with the ninja Anko and Kurenai discovered that Apocalypse was using heroes and villains some willing others were being controlled.**_

_**Then the first deaths of the Apocalypse war took place as the Horsemen in full force attacked.**_

_**The heroes that survived went underground.**_

_**Then the battle of the Brooklyn Bridge took place and Death destroyed former teammate Shino Abarame. His ability shredding the insects that made up Shino's body.**_

_**Over several months the war continued. SHIELD agents died and the rest of the US sealed off New York.**_

_**Nick Fury and his staff were killed when the Horsemen War and Famine destroyed the Helicarrier.**_

_**Pestilence set Central Park ablaze killing Reed Richards and others.**_

_**The war ground to a halt for a while as the heroes and the villains that joined them took time to discuss plans. It allowed Apocalypse to solidify his power and the war resumed with unleashing the new and improved Sentinels when the heroes struck out from the hideout under the Statue of Liberty.**_

_**The battle was intense and while the Sentinels were destroyed, Hinata died being smashed by War.**_

_**The heroes got their first major victory with Pestilence being stopped by the X-Men Rogue, Gambit and Ino.**_

_**The next victory came with the capture of Mr. Sinister. They learned from him of Apocalypse's plans and where he was.**_

_**The Assault on the stronghold deep in Manhattan saw an all out war. War and Famine were more than enough to deal with the heroes while a small strike team consisting of Rogue, Gambit, Ino, X-23, Marrow, Magneto, Beast, Anko, Kurenai and Wolverine.**_

_**Deep into the recently built stronghold they traveled, getting separated as they ran afoul of traps or guardians.**_

_**Ino, Anko and Kurenai reached the main hall where Death stood guard. Kurenai died as her flesh was ripped from her, Anko attacked putting Death on the defensive which gave Ino time to seed the area. Anko's muscles were shredded and she lay there waiting for the final blow when vines lashed out and attacked Death.**_

_**Ino used her ability with plants to keep the distance from being effected by Death's power.**_

_**During the battle War and Famine had retreated and War attacked Ino, clapping his hands and shattering every bone in the mutant ninja's body, even as she used her plants to wrap around Death and use a mental attack from her family's mind arts. **_

_**No one understands what happened. It could have been Ino's final attack or some trace of Naruto's personality that Sinister couldn't erase.**_

_**Whatever it was Death let loose a primal scream and his power surged and everything in a five mile radius was shredded.**_

_**The Death Effect seemed to be permanent and where ever he went, everyone died in a five mile radius.**_

_**A year and a half saw Death know known as Naruto once more battling his former master Apacalypse.**_

_**With the death of his loved ones nothing was holding Naruto back and during the time wandering he regained his chakra as well as the Kyuubi which hadn't been removed as Sinister thought**_

_**Apocalypse fought Naruto and when Naruto unleashed the Kyuubi when Apocalypse had him beaten.**_

_**The immortal mutant didn't stand a chance against the greatest of the tailed beasts who was seriously in a bad mood after years of imprisonment.**_

_**The Kyuubi raged across the planet and with none skilled enough to stop him saw the end of the world.**_

_**I am Utau the Watcher with nothing to watch save for a dead world and a lone nine tailed demon.**_

THE END

**AN: I lost it here. With Naruto and the X-Men Second Class filling my mind this one felt like an orphan left at a church. So I ended it. Might come back down the road and rewrite the POT-verse. But Second Class is calling me. Sorry to those who wanted more or better. But this story just wasn't flowing any more.**

**Hope we all survive the admin shuffle. ~ ESM**


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